SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the
registrant [X]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
Showbiz Pizza Time, Inc.
(Name of Registrant as Specified in Its Charter)
Showbiz Pizza Independent Stockholders Committee
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the
appropriate box):
[ ] $125 per Exchange Act Rule 0-
11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the
controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of
securities to which transaction
applies:
Not applicable.
(2) Aggregate number of securities
to which transactions applies:
Not applicable
(3) Per unit price or other
underlying value of transaction
computed pursuant to Exchange Act Rule
0-11:
Not applicable
(4) Proposed maximum aggregate value
of transaction:
Not applicable.
[ ] Check box if any part of the fee
is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid
previously. Identify the previous
filing by registration statement
number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
$500
<PAGE>
(2) Form, schedule or registration
statement no.:
Preliminary Proxy Statement on
Schedule 14A
(3) Filing party:
Showbiz Pizza Independent
Shareholders Committee
(4) Date filed:
May 26, 1995
<PAGE>
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
9665 WILSHIRE BOULEVARD
SUITE 200
BEVERLY HILLS, CALIFORNIA 90212
PROXY STATEMENT OF THE
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS COMMITTEE
FORMED TO ELECT JOSHUA S. FRIEDMAN TO THE BOARD OF DIRECTORS
SHOWBIZ PIZZA TIME, INC.
1995 Annual Meeting of Stockholders
Scheduled for June 8, 1995
TO ALL COMMON STOCKHOLDERS OF SHOWBIZ
PIZZA TIME, INC.:
This Proxy Statement is being
furnished to holders of the Common
Stock (the "Common Stock"), par value
$.10, of Showbiz Pizza Time, Inc., a
Kansas corporation (the "Company"), in
connection with the solicitation of
proxies by the Showbiz Pizza
Independent Stockholders Committee (the
"Committee") for use in connection with
the Company's Annual Meeting scheduled
to be held at the Company's Chuck E.
Cheese's restaurant located at 7935
Grapevine Highway, North Richland
Hills, Texas, on Thursday, June 8,
1995, at 9:00 a.m. and at any
adjournments thereof.
The Committee, which contains
members owning an aggregate of 780,619
shares of Common Stock of the Company,
constituting approximately 6.4% of the
outstanding Common Stock entitled to
vote at the Annual Meeting, is seeking
your support to elect Joshua S.
Friedman to fill one of the three seats
of the Company's classified Board of
Directors that will be up for election
at the 1995 Annual Meeting. The
Committee recommends a vote in favor of
Mr. Friedman as a director.
Proxies, in the form enclosed,
will be voted at the Annual Meeting, if
properly executed, returned to D.F.
King & Co., Inc. (the firm retained by
the Committee to collect and tabulate
proxies) prior to the Annual Meeting
and not revoked. The Committee has
selected David R. McAtee, Esq. to act
as proxyholder.
<PAGE>
Cumulative voting for directors
will be in effect at the Annual
Meeting. Cumulative voting means that
each stockholder will be entitled to
cast, distributed among any one or more
nominees, total votes equal to the
number of shares of Common Stock held
of record by such stockholder
multiplied by three the number
of directors to be elected.
Each stockholder who
elects to vote for Mr. Friedman should
do so by signing, dating and mailing
the BLUE proxy card . Shares
represented by BLUE proxy cards
delivered to the Committee will be
voted cumulatively by
the person named as proxy in the Proxy
Card solely in favor of Mr.
Friedman as a director and
not in favor of any of the Company's
nominees .
SHARES REPRESENTED BY A VALID
UNREVOKED BLUE PROXY CARD WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SHARES REPRESENTED BY A BLUE
PROXY CARD WILL BE VOTED FOR THE
ELECTION OF THE COMMITTEE'S NOMINEE AS
DIRECTOR OF THE COMPANY AND WILL BE
VOTED IN THE DISCRETION OF THE PERSON
NAMED THEREIN ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING.
PROXIES MAY BE REVOKED AT ANY TIME
PROVIDED THAT A WRITTEN REVOCATION
WHICH CLEARLY IDENTIFIES THE PROXY
BEING REVOKED IS EXECUTED AND DELIVERED
TO THE COMMITTEE, C/O D.F. KING & CO,
INC., 77 WATER STREET, NEW YORK, NEW
YORK 10005, OR TO THE SECRETARY OF THE
COMPANY AT SHOWBIZ PIZZA TIME, INC.,
4441 WEST AIRPORT FREEWAY, IRVING,
TEXAS 75062. A LATER DATED PROXY
AUTOMATICALLY REVOKES AN EARLIER DATED
ONE. YOU MAY ALSO REVOKE ANY PROXY
GIVEN BY ATTENDING THE ANNUAL MEETING
AND VOTING YOUR SHARES OF COMMON STOCK.
This Proxy Statement and BLUE
Proxy Card are first being sent to
Common Stockholders on or about May
26 , 1995.
The expense of preparing,
printing and mailing this Proxy
Statement and the proxies solicited
hereby, in addition to any other costs
associated with the solicitation of
proxies hereunder, will be borne by New
Valley Corporation, a member of the
Committee. It is estimated that the
total cost of solicitations will not
exceed $75,000 and, to date (May 26
, 1995), expenditures have totaled
approximately $30,000 . New
Valley Corporation may seek
reimbursement of its expenses relating
to the solicitation of proxies from the
Company; however, New Valley
Corporation does not intend to submit
the question of reimbursement to a vote
of the Company's security holders.
In addition to the use of the
mails, proxies may be solicited by
officers, directors, regular employees
and agents of the Committee, without
extra remuneration, by personal
interviews, telephone, telegraph or
otherwise. The Committee will also
request brokerage firms, nominees,
custodians and fiduciaries to forward
proxy materials to the beneficial
owners of shares held of record and
will reimburse such persons for their
reasonable out-of-pocket expenses.
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<PAGE>
IMPORTANT
Carefully review this Proxy
Statement and the enclosed materials.
YOUR PROXY IS IMPORTANT. No matter how
many or how few shares you own, please
vote FOR the Committee's nominee, by so
indicating and by signing, dating and
mailing the enclosed BLUE Proxy Card
promptly. You CANNOT use the Company's
WHITE Proxy Card to vote for the
Committee's nominee.
IF YOU HAVE ALREADY MAILED THE
WHITE PROXY CARD SUPPLIED TO YOU BY THE
COMPANY'S BOARD OF DIRECTORS, YOU HAVE
EVERY RIGHT TO CHANGE YOUR VOTE BY
SIGNING, DATING AND RETURNING THE
ENCLOSED BLUE PROXY CARD IN THE
ENCLOSED ENVELOPE. Remember, your
latest dated proxy determines your vote
at the Annual Meeting.
If you own your shares in the
name of a brokerage firm, bank nominee
or other institution, only they can
vote your shares of Common Stock.
Accordingly, you should contact the
person responsible for your account and
give instructions with respect to the
granting of proxies. Your broker
cannot vote your shares unless he or
she receives your specific
instructions.
IF YOU HAVE ANY QUESTIONS OR HAVE
ANY DIFFICULTY GRANTING PROXIES, YOU
ARE INVITED TO CONTACT JOSHUA S.
FRIEDMAN COLLECT AT (310)247-2700 OR
D.F. KING& CO., INC. TOLL FREE AT
(800)669-5500.
MEMBERS OF THE COMMITTEE
As of the date hereof, the
members of the Committee are New Valley
Corporation ("New Valley"), New Valley
Holdings, Inc. ("N.V. Holdings"), BGLS
Inc. ("BGLS"), Brooke Group Ltd.
("BGL"), Bennett S. LeBow, Canyon
Partners Incorporated ("CPI"), CPI
Securities, LP ("CPIS"), Canpartners
Incorporated ("Canpartners"), Mitchell
R. Julis, R. Christian B. Evensen,
Joshua S. Friedman and K. Robert
Turner. See "Background of Committee
Members" for a description of the
principal business of each member of
the Committee.
REASONS FOR AND BACKGROUND TO THE SOLICITATION
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<PAGE>
The Committee believes that the
Company has significant growth
potential which is not being realized.
The Committee agrees with the Company's
announced strategy to refurbish its
facilities, and believes that Mr.
Friedman's fresh and independent view
of the Company's business and his ideas
concerning its possible financing
alternatives will make a significant
contribution to completing
this strategy expeditiously. The
Committee believes that Mr. Friedman is
committed to the principle that
directors should act primarily to
protect and promote the interests of
stockholders, and that he can work
productively with the other members of
the Company's Board of Directors to
this end. The Committee believes that
Mr. Friedman's business background and
experience makes him particularly well
suited to aid the Company in increasing
stockholder value.
On April26, 1995, the present
members of the Committee filed a
Statement on Schedule13D (the
"Schedule13D") with the Securities and
Exchange Commission (the "Commission")
stating that they had acquired in
excess of 5% of the Common Stock of the
Company. The Committee acquired
these shares with a view towards
influencing certain material business
decisions relating to the future of the
Company, including, in particular,
decisions relating to debt and/or
equity financing of the Company -
see "Securities and Exchange Commission
Filings". On that date, a member of
the Committee contacted the Company to
seek a meeting to discuss the Committee
members' investment in the Company and
to explore with the Company possible
financing alternatives. In response,
RichardM. Frank, Chairman and Chief
Executive Officer of the Company sent a
letter to Howard M. Lorber, President
and Chief Operating Officer of New
Valley, stating that "While we
appreciate your interest, please be
advised that the Company intends to
continue to pursue its business and
financing plans and strategy, and
therefore is not interested in
discussions with you at this time." On
May4, 1995, Mr. Lorber replied to Mr.
Frank, urging him to reconsider his
refusal to meet and requesting that a
meeting be scheduled as soon as
possible. On May5, 1995, Mr. Frank
sent a letter to Mr. Lorber stating
that "to the extent that you have a
specific financing proposal you would
like us to consider, we suggest that
you submit it to us in writing." The
Schedule 13D was amended to reflect
these contacts with the Company.
After these attempts to
meet with the Company were rejected
, the Committee, in furtherance
of its present intention to seek to
influence material business decisions
relating to the future of the Company,
including, in particular, decisions
relating to debt and/or financing of
the Company, determined to nominate
a director for election at the
Company's Annual Meeting.
On May15, 1995, CPIS through its
nominee Cede& Co. as a stockholder of
record on May 1 and May 15, 1995,
notified the Company in writing of its
nomination of Mr. Friedman for election
as a director of the Company at the
forthcoming meeting of stockholders and
requested a list of stockholders from
the Company under the federal proxy
rules and under Kansas law.
On May 22, 1995 , the Company
notified a representative of CPIS
that, pursuant to the provisions of
Rule 14a-7 promulgated under the
Securities Exchange Act of 1934, the
Company had elected
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<PAGE>
to mail the Committee's solicitation
materials to the record holders of the
Company's voting securities. In
addition, on May 23, 1995 the Company
agreed to make its stock register
available to representatives of the
Committee for inspection and copying
and it has now been made available.
OUTSTANDING CAPITAL STOCK
According to the Company's Proxy
Statement (as hereinafter defined),(i)
the record date for stockholders
entitled to notice of, and to vote at,
the Annual Meeting is May 1, 1995 (the
"Record Date"),(ii) at the close of
business on the Record Date, the
Company had outstanding 12,275,177
shares of Common Stock and 49,750
shares of Class A Preferred Stock, $60
par value and (iii) no other class of
securities of the Company is entitled
to notice of, or to vote at, the Annual
Meeting of stockholders.
ACTION TO BE TAKEN AT THE ANNUAL MEETING
The accompanying proxy, unless
the stockholder otherwise specifies in
the proxy, will be voted:
1. For the election of Joshua
S. Friedman as a Class I director to
serve for a term of three years and
until his successor shall be elected
and qualified or until his earlier
resignation or removal;
2. As directed with respect to
the Company's Proposal to
authorize an increase in the number of
shares available for issuance pursuant
to the Company's current 1988
Non-Statutory Option Plan ;
3. As directed with
respect to the Company's Proposal to
adopt a Non-Employee Directors Stock
Option Plan ; and
4. In the discretion of
the proxyholder as to the transaction
of such other business as may properly
come before the Annual Meeting.
Where stockholders have
appropriately specified how their
proxies are to be voted, they will be
voted accordingly. The Committee takes
no position with respect to the
Company's Proposals 2 and 3 and the
proxyholder will abstain from voting on
such Proposals in the absence of
stockholder instruction. A vote to
abstain on Proposal 2 or 3 has the
legal effect of a vote
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<PAGE>
against such Proposal. Withholding
authority for the election of
Mr.Friedman will not prevent his
election if a sufficient number of
votes are otherwise recceived . If
any other matter or business is brought
before the Annual Meeting, the
proxyholder may vote the proxies in his
discretion. The Committee is not
presently aware of any other matters or
business to be brought before the
Annual Meeting.
As indicated above, the
proxyholder intends to cumulate all
votes received for the election of Mr.
Friedman.
COMPANY'S PROXY STATEMENT
The Company has previously
furnished to holders of its Common
Stock a proxy statement dated May 4,
1995 with respect to the Annual Meeting
(the "Company's Proxy Statement").
Please refer to such proxy statement
with respect to information regarding
the Company, its quorum and voting
procedures, revocation of Company
proxies, Proposals 2 and 3 with respect
to the 1988 Option Plan and Formula
Stock Option Plan respectively and any
other general information omitted
herein. Information regarding the
Committee and the nominee for director
is included herewith.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The terms of the three current
Class I directors expire at the Annual
Meeting of stockholders in 1995. CPIS
has nominated for election at the
Annual Meeting one Class I director to
serve for a term of three years. The
nominee has expressed his intention to
serve the entire term for which
election is sought.
Directors will be elected by
cumulative voting. To be elected as a
director, a candidate must be among the
three candidates who receive the most
votes out of all votes cast at the
Annual Meeting for the election of
directors. See "Quorum and Voting" in
the Company's Proxy Statement.
Information Concerning Nominee for
Director
JOSHUA S. FRIEDMAN, age 39, is a
founding director and officer of Canyon
Partners Incorporated, a California
corporation, positions he has held
since 1990, and holds similar positions
or limited partnership interests in its
subsidiaries and affiliates. Mr.
Friedman is in charge of CPI's merchant
banking and direct investment
activities. Prior to the formation of
CPI, Mr. Friedman was an Executive Vice
President and Co-Director of the
Capital Markets Services Group of
Drexel Burnham Lambert, where he was
responsible for structuring
transactions that were marketed in the
High Yield Bond and Private Placement
Departments. Prior to 1984, he worked
in the Mergers & Acquisitions
Department of Goldman, Sachs & Company
in New York. Mr. Friedman is a
graduate of Harvard College (B.A.,
summa cum laude, Physics), Oxford
University (M.A., honors, Politics and
Economics), Harvard Law School (J.D.,
magna cum laude) and Harvard Business
School (M.B.A., Baker Scholar). Mr.
Friedman currently holds no position as
either a director or officer of the
Company, nor is he a director of any
other public company.
THE COMMITTEE UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NAMED NOMINEE
SECURITY OWNERSHIP OF MEMBERS OF THE COMMITTEE
The following table sets forth,
as of the date of this Proxy Statement,
certain information regarding the
beneficial ownership of the Company's
Common Stock by the current members of
the Committee:
Percent of
Common Common
Beneficial Owner
Stock Owned Stock Owned
New Valley Corporation(1)(2)
780,619 6.4%
New Valley Holdings, Inc.(1)(2)(3) 780,619 6.4%
BGLS Inc.(1)(2)(4)
780,619 6.4%
Brooke Group Ltd.(1)(2)(5)
780,619 6.4%
Bennett S. LeBow(1)(2)(6)
780,619 6.4%
Canyon Partners Incorporated(1)(7)(8) 780,619 6.4%
CPI Securities, LP(1)(8)
780,619 6.4%
Canpartners Incorporated(1)(8)(9)
780,619 6.4%
Mitchell R. Julis(1)(8)(10)
780,619 6.4%
R. Christian B. Evensen(1)(8)(11)
780,619 6.4%
Joshua S. Friedman(1)(8)(12)
780,619 6.4%
K. Robert Turner(1)(13)
780,619 6.4%
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<PAGE>
_______________________
(1) The current members of the
Committee collectively may be deemed to
be a group beneficially owning, in the
aggregate, 780,619 shares of Common
Stock (the "Shares") or approximately
6.4% of the outstanding shares of the
Common Stock within the meaning of
Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the
"Act"). Except as set forth herein,
none of the current members of the
Committee has voting or dispositive
power over another member's shares of
Common Stock. No persons other than
New Valley, CPIS, Mr. Julis, Mr.
Evensen and Mr. Turner have the right
to receive or power to direct the
receipt of dividends from, or the
proceeds from the sale of, the Shares.
(2) New Valley is a New York
corporation in which N.V. Holdings
holds approximately 42% of the common
stock and approximately 49.76% of the
Class A Preferred Stock and in which
BGLS holds approximately 1.82% of the
Class B Preferred Stock and
approximately 0.2% of the common stock.
New Valley has acquired 761,519 shares
of the Common Stock of the Company and
exercises both voting power and
dispositive power over such Common
Stock. Bennett S. Lebow holds a
controlling interest in BGL, which in
turn controls BGLS, which in turn
controls N.V. Holdings, which in turn
controls New Valley. Therefore, each
of these Participants may be deemed to
exercise both voting power and
dispositive power with respect to such
shares of the Common Stock. New
Valley's business address is 100 S.E.
Second Street, Miami, Florida 33131.
(3) N.V. Holdings, a Delaware
corporation, is a wholly-owned
subsidiary of BGLS. N.V. Holdings'
business address is 204 Plaza Centre,
3505 Silverside Road, Wilmington,
Delaware 19810.
(4) BGLS is a Delaware corporation and
wholly-owned subsidiary of BGL. BGLS'
business address is 100 S.E. Second
Street, Miami, Florida 33131.
(5) BGL is a Delaware corporation, in
which Bennett S. LeBow is the direct or
indirect owner of 57.9% of its common
stock. BGL's business address is 100
S.E. Second Street, Miami, Florida
33131.
(6) Bennett S. LeBow's business
address is 100 S.E. Second Street,
Miami, Florida 33131. Mr. LeBow is the
direct or indirect owner of 57.9% of
the common stock of BGL.
(7) CPI is a California corporation
100% owned by CPIS. CPI's business
address is 9665 Wilshire Boulevard,
Suite 200, Beverly Hills, California
90212.
(8) CPIS is a California limited
partnership, the general partner -8-
<PAGE>
of which is Canpartners. CPIS
exercises both voting power and
dispositive power with respect to the
15,800 shares of Common Stock it has
acquired, and since CPIS is controlled
by Canpartners, Canpartners exercises
both voting and dispositive power with
respect to such shares. Canpartners
is, in turn, owned and controlled
equally by Messrs. Evensen, Friedman,
and Julis and each of these
Participants therefore exercises both
voting and dispositive power with
respect to the said 15,800 shares of
Common Stock. CPIS' business address
is 9665 Wilshire Boulevard, Suite 200,
Beverly Hills, California 90212.
(9) Canpartners is a California
corporation, the capital stock of which
is owned one-third each by Mitchell R.
Julis, R. Christian B. Evensen and
Joshua S. Friedman. Canpartners'
business address is 9665 Wilshire
Boulevard, Suite 200, Beverly Hills,
California 90212.
(10) Mr. Julis possesses both sole
voting and sole dispositive power with
respect to the 1,800 shares of Common
Stock acquired by him from 1989 through
1992. His business address is 9665
Wilshire Boulevard, Suite 200, Beverly
Hills, California 90212.
(11) Mr. Evensen possesses both sole
voting and sole dispositive power with
respect to the 1,000 shares of Common
Stock acquired by him in 1993. His
business address is 9665 Wilshire
Boulevard, Suite 200, Beverly Hills,
California 90212.
(12) Mr. Friedman's business address
is 9665 Wilshire Boulevard, Suite 200,
Beverly Hills, California 90212. Mr.
Friedman owns no shares of Common Stock
of the Company.
(13) Mr. Turner possesses both sole
voting and sole dispositive power with
respect to the 500 shares of Common
Stock acquired by him in 1993. His
business address is 9665 Wilshire
Boulevard, Suite 200, Beverly Hills,
California 90212.
Background of Committee Members
On January 18, 1995, New Valley
emerged from bankruptcy reorganization
proceedings and completed substantially
all distributions to creditors under
its First Amended Joint Chapter 11 Plan
of Reorganization, as amended (the
"Plan"). Pursuant to the Plan, New
Valley sold to First Financial
Management Corporation ("FFMC") the
assets and operations with which it
provided domestic and international
money transfer services, bill payment
services, telephone cards, money orders
and bank card services. New Valley is
currently engaged in the business of
operating its messaging services
business which FFMC has an option to
buy and New Valley has an option to
sell to FFMC. As its
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principal business, New Valley plans to
acquire operating businesses through
merger, purchase of assets, stock
acquisition or other means, or to
acquire control of operating companies
through one of such means, with the
purpose of primarily being in a
business or businesses other than that
of investing, reinvesting, owning,
holding or trading securities within a
time frame and in a manner such that it
will not be required to register under
the Investment Company Act of 1940. In
the interim, New Valley intends to
invest its liquid assets consistent
with preservation of the value thereof.
BGL, through its subsidiaries, is
primarily involved in the manufacture
and sale of cigarettes. BGLS is a
holding company for various businesses
of BGL, including N.V. Holdings which
is the immediate holding company of New
Valley. Mr. LeBow is the Chairman of
the Board, President and Chief
Executive Officer of BGL and N.V.
Holdings, Chairman of the Board and
President of BGLS and Chairman of the
Board and Chief Executive Officer of
New Valley and holds various positions
with BGL's subsidiary companies.
Canpartners, through its
subsidiaries and affiliates, including
CPIS and CPI, is primarily involved in
trading securities for its own account
and the account of others and in
investment advisory and investment
banking services. Mr. Evensen, a
founding director and officer of each
of Canpartners and CPI, holds limited
partnership interests in CPIS and holds
similar positions or limited
partnership interests in affiliates of
Canpartners. Mr.Friedman, a founding
director and officer of
each of Canpartners and CPI, holds
limited partnership interests in CPIS
and holds similar positions or limited
partnership interests in affiliates of
Canpartners. Mr. Julis, a founding
director and officer of each of
Canpartners and CPI, holds limited
partnership interests in CPIS and holds
similar positions or limited
partnership interests in affiliates of
Canpartners. Mr. Turner is a founding
shareholder of Canpartners Realty
Incorporated, a California corporation,
and an affiliate of Canpartners, along
with Messrs. Evensen, Julis and
Friedman.
Each member of the Committee who
is a natural person is a citizen of the
United States of America.
Transaction in Company Securities by Committee Members
The following chart sets forth
each purchase of the Company's
securities during the past two years by
the current members of the Committee
(no sales have been made by such
members during such period):
Participant Trade Date
Quantity
Mr. Evensen 9/16/93
1,000
CPIS 9/16/93
1,000
CPIS 9/16/93
6,000
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CPIS 9/17/93
1,000
Mr. Turner 9/24/93
500
CPIS 10/14/93
300
CPIS 10/18/93
4,000
CPIS 10/18/93
1,000
CPIS 7/25/94
2,500
New Valley 3/27/95
20,000
New Valley 3/29/95
5,000
New Valley 3/30/95
12,000
New Valley 3/31/95
30,000
New Valley 4/5/95
5,000
New Valley 4/6/95
5,000
New Valley 4/7/95
7,500
New Valley 4/10/95
2,500
New Valley 4/11/95
11,500
New Valley 4/12/95
50,000
New Valley 4/13/95
150,000
New Valley 4/13/95
100,000
New Valley 4/13/95
175,000
New Valley 4/17/95
188,000
Contracts, Arrangements, Understandings
or Relationships with Respect to the
Company and/or its Securities.
On March 15, 1995, New Valley
entered into an agreement with CPI (a
copy of which is on file with the
Commission as ExhibitD to the
Schedule13D)in which New Valley agreed
to, among other things, retain CPI as
its exclusive financial advisor in
connection with New Valley's
consideration of a possible investment
in the Company. In compensation for
services rendered and to be rendered
under such agreement, New Valley agreed
to pay CPI certain fees specified
therein.
Except as described herein, no
member of the Committee or any
associates of the foregoing (i)has
engaged in or has a direct or indirect
interest in any transaction or series
of transactions since the beginning of
the Company's last fiscal year, or in
any currently proposed transaction, to
which the Company or any of its
subsidiaries is a party where the
amount involved was in excess of
$60,000, (ii)owns beneficially any
securities of the Company,
(iii)borrowed any funds for the purpose
of acquiring or holding
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<PAGE>
any securities of the Company, or is
presently, or has been within the past
year, a party to any contract,
arrangement or understanding with any
person with respect to any securities
of the Company, (iv)is the beneficial
or record owner of any securities of
the Company, (iv)is the beneficial or
record owner of any securities of the
Company or any parent or subsidiary
thereof, (v)has, during the past ten
years, been convicted in a criminal
proceeding (excluding traffic
violations or similar misdemeanors),
(vi)is a party, or has a material
interest, adverse to the Company or any
of its subsidiaries in any material
proceedings, or (vii)has any
arrangement or understanding with
respect to any future employment by the
Company or its affiliates.
SECURITIES AND EXCHANGE COMMISSION FILINGS
Statements on the Schedule 13D
have been filed with the Securities and
Exchange Commission (the "Commission")
on behalf of the Committee and each of
its current members. Such Schedules,
as amended from time to time, contain
additional information regarding the
Committee and each of its members.
Additional Schedules 13D may be filed
in the event that other officers or
employees of the Committee members
participate in the solicitation of
proxies with respect hereto. Such
Schedules should be available for
inspection and copying at the principal
offices of the Commission in
Washington, D.C.
- -12-
<PAGE>
ADDITIONAL PROXY MATERIALS/MAILING ADDRESS
Additional copies of these proxy
materials may be obtained from, and
completed proxies should be returned
to:
D.F.
King & Co., Inc.
77
Water Street
New
York, New York 10005
(212)
269-5550
(800)
669-5550
Respectfully submitted,
SHO
WBI
Z
PIZ
ZA
IND
EPE
NDE
NT
STO
CKH
OLD
ERS
COM
MIT
TEE
May 26, 1995
Los Angeles, California
STOCKHOLDERS ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED BLUE PROXY IN THE ENCLOSED
ENVELOPE. A PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION WILL BE
APPRECIATED.
- -13-
<PAGE>
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS
COMMITTEE
9665 Wilshire Boulevard
Suite 200
Beverly Hills, California 90212
THIS PROXY IS SOLICITED ON BEHALF OF
THE
SHOWBIZ PIZZA INDEPENDENT STOCKHOLDERS
COMMITTEE
The undersigned hereby appoints David
R. McAtee as proxy, with full power of
substitution and revocation, and
appoints him to represent and vote, as
designated on the reverse side, all of
the shares of Common Stock of Showbiz
Pizza Time, Inc. which the undersigned
is entitled to vote at the annual
meeting of stockholders of Showbiz
Pizza Time, Inc. to be held on June 8,
1995, or at any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE
CONTINUED AND TO BE SIGNED ON REVERSE
SIDE
<PAGE>
[X] Please mark
votes as in
this example.
This proxy, when properly executed,
will be voted in the manner directed
herein by the undersigned stockholder.
IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1 AND TO
ABSTAIN FROM PROPOSALS 2 AND 3. The
proxy will accumulate votes for
Proposal 1.
1. ELECTION OF DIRECTORS
Nominee: Joshua S. Friedman
[ ] For nominee [ ]Withheld from
nominee
For
Against Abstain
2. Proposal to authorize an [ ]
[ ] [ ]
increase in the number of
shares available for issuance
pursuant to the Company's
current 1988 Non-Statutory
Stock Option Plan.
For
Against Abstain
3. Proposal to adopt a Non- [ ]
[ ] [ ]
Employee Directors Stock
Option Plan.
4. IN HIS DISCRETION, THE PROXY IS
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Signature:_____________________________
_ Date:____________
Signature:_____________________________
_ Date:____________
Please sign exactly as name appears
above. When shares are held by joint
tenants, both should sign.
Footnote continued from previous page
Footnote continued
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